Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 07, 2019 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | OPIANT PHARMACEUTICALS, INC. | |
Entity Central Index Key | 0001385508 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 4,094,622 | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash and cash equivalents | $ 23,222 | $ 24,614 |
Accounts receivable | 16,068 | 4,489 |
Prepaid and other current assets | 940 | 267 |
Total current assets | 40,230 | 29,370 |
Other assets | ||
Property and equipment - net of accumulated depreciation | 274 | 0 |
Right of use assets - operating leases | 849 | |
Patents and patent applications - net of accumulated amortization | 15 | 16 |
Total assets | 41,368 | 29,386 |
Current liabilities | ||
Accounts payable and accrued expenses | 1,952 | 1,133 |
License fees | 0 | 5,400 |
Accrued salaries and wages | 1,129 | 1,084 |
Royalty payable | 4,475 | 998 |
Deferred revenue | 1,355 | 1,212 |
Operating leases - current | 493 | |
Total current liabilities | 9,404 | 9,827 |
Long-term liabilities | ||
Operating leases - long term | 358 | |
License fees | 0 | 2,700 |
Total long-term liabilities | 358 | 2,700 |
Total liabilities | 9,762 | 12,527 |
Stockholders' equity | ||
Common stock; par value $0.001; 200,000,000 shares authorized; 4,074,622 and 3,845,361 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively | 4 | 4 |
Additional paid-in capital | 95,497 | 91,276 |
Accumulated deficit | (63,895) | (74,421) |
Total stockholders' equity | 31,606 | 16,859 |
Total liabilities and stockholders' equity | $ 41,368 | $ 29,386 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Common stock par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock issued (in shares) | 4,074,622 | 3,845,361 |
Common stock outstanding (in shares) | 4,074,622 | 3,845,361 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenues | ||||
Total revenue | $ 20,641 | $ 4,366 | $ 32,851 | $ 9,220 |
Operating expenses | ||||
General and administrative | 3,210 | 2,861 | 9,389 | 8,683 |
Research and development | 1,843 | 1,908 | 7,044 | 5,945 |
Sales and marketing | 141 | 0 | 141 | 0 |
Royalty expense | 4,851 | 537 | 6,099 | 537 |
License fees | 0 | 0 | 0 | 5,625 |
Total operating expenses | 10,045 | 5,306 | 22,673 | 20,790 |
Income (loss) from operations | 10,596 | (940) | 10,178 | (11,570) |
Other income (expense) | ||||
Interest income | 112 | 20 | 356 | 31 |
Loss on settlement of liability | 0 | 0 | 0 | (50) |
Gain (loss) on foreign exchange | (24) | 2 | (65) | (36) |
Total other income (expense) | 88 | 22 | 291 | (55) |
Income (loss) before income taxes | 10,684 | (918) | 10,469 | (11,625) |
Income tax (expense) benefit | 0 | 0 | 57 | (33) |
Net income (loss) | $ 10,684 | $ (918) | $ 10,526 | $ (11,658) |
Net income (loss) per share of common stock: | ||||
Basic (in dollars per share) | $ 2.64 | $ (0.32) | $ 2.64 | $ (4.32) |
Diluted (in dollars per share) | $ 1.97 | $ (0.32) | $ 1.98 | $ (4.32) |
Weighted average shares outstanding used to compute net income (loss) per share: | ||||
Basic (in shares) | 4,048,635 | 2,871,042 | 3,985,112 | 2,698,532 |
Diluted (in shares) | 5,422,345 | 2,871,042 | 5,310,157 | 2,698,532 |
Royalty and licensing revenue | ||||
Revenues | ||||
Total revenue | $ 20,494 | $ 4,185 | $ 30,369 | $ 8,887 |
Treatment investment revenue | ||||
Revenues | ||||
Total revenue | 0 | 63 | 644 | 170 |
Grant and contract revenue | ||||
Revenues | ||||
Total revenue | $ 147 | $ 118 | $ 1,838 | $ 163 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid In Capital | Accumulated Deficit |
Beginning Balance (in shares) at Dec. 31, 2017 | 2,535,766 | |||
Beginning Balance at Dec. 31, 2017 | $ 13,000 | $ 2 | $ 66,223 | $ (53,225) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Exercise of stock options | 0 | |||
Exercise of warrants (in shares) | 2,400 | |||
Exercise of warrants | 24 | 24 | ||
Issuance of common stock, net of issuance costs (in shares) | 48,634 | |||
Issuance of common stock, net of issuance costs | 642 | $ 1 | 641 | |
Stock based compensation from issuance of stock options | 1,609 | 1,609 | ||
Net income/loss | (9,343) | (9,343) | ||
Ending Balance (in shares) at Mar. 31, 2018 | 2,586,800 | |||
Ending Balance at Mar. 31, 2018 | 5,932 | $ 3 | 68,497 | (62,568) |
Beginning Balance (in shares) at Dec. 31, 2017 | 2,535,766 | |||
Beginning Balance at Dec. 31, 2017 | 13,000 | $ 2 | 66,223 | (53,225) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income/loss | (11,658) | |||
Ending Balance (in shares) at Sep. 30, 2018 | 3,795,429 | |||
Ending Balance at Sep. 30, 2018 | 25,171 | $ 4 | 90,050 | (64,883) |
Beginning Balance (in shares) at Mar. 31, 2018 | 2,586,800 | |||
Beginning Balance at Mar. 31, 2018 | 5,932 | $ 3 | 68,497 | (62,568) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Exercise of stock options (in shares) | 7,063 | |||
Exercise of stock options | 0 | |||
Stock issued for services (in shares) | 38,166 | |||
Stock issued for services | 782 | 782 | ||
Issuance of common stock, net of issuance costs (in shares) | 79,616 | |||
Issuance of common stock, net of issuance costs | 1,527 | 1,527 | ||
Stock based compensation from issuance of stock options | 1,532 | 1,532 | ||
Net income/loss | (1,397) | (1,397) | ||
Ending Balance (in shares) at Jun. 30, 2018 | 2,711,645 | |||
Ending Balance at Jun. 30, 2018 | 8,376 | $ 3 | 72,338 | (63,965) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Stock issued to net profit partner (in shares) | 160,000 | |||
Stock issued to net profit partner | 1,600 | 1,600 | ||
Stock issued for services (in shares) | 1,000 | |||
Stock issued for services | 10 | 10 | ||
Issuance of common stock, net of issuance costs (in shares) | 922,784 | |||
Issuance of common stock, net of issuance costs | 14,603 | $ 1 | 14,602 | |
Stock based compensation from issuance of stock options | 1,500 | 1,500 | ||
Net income/loss | (918) | (918) | ||
Ending Balance (in shares) at Sep. 30, 2018 | 3,795,429 | |||
Ending Balance at Sep. 30, 2018 | 25,171 | $ 4 | 90,050 | (64,883) |
Beginning Balance (in shares) at Dec. 31, 2018 | 3,845,361 | |||
Beginning Balance at Dec. 31, 2018 | 16,859 | $ 4 | 91,276 | (74,421) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Exercise of stock options (in shares) | 80,000 | |||
Exercise of stock options | 601 | 601 | ||
Stock based compensation from issuance of stock options | 1,066 | 1,066 | ||
Net income/loss | (1,736) | (1,736) | ||
Ending Balance (in shares) at Mar. 31, 2019 | 3,925,361 | |||
Ending Balance at Mar. 31, 2019 | 16,790 | $ 4 | 92,943 | (76,157) |
Beginning Balance (in shares) at Dec. 31, 2018 | 3,845,361 | |||
Beginning Balance at Dec. 31, 2018 | 16,859 | $ 4 | 91,276 | (74,421) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock, net of issuance costs (in shares) | 229,261 | |||
Net income/loss | 10,526 | |||
Ending Balance (in shares) at Sep. 30, 2019 | 4,074,622 | |||
Ending Balance at Sep. 30, 2019 | 31,606 | $ 4 | 95,497 | (63,895) |
Beginning Balance (in shares) at Mar. 31, 2019 | 3,925,361 | |||
Beginning Balance at Mar. 31, 2019 | 16,790 | $ 4 | 92,943 | (76,157) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Exercise of stock options (in shares) | 100,139 | |||
Exercise of stock options | 834 | 834 | ||
Stock based compensation from issuance of stock options | 861 | 861 | ||
Net income/loss | 1,578 | 1,578 | ||
Ending Balance (in shares) at Jun. 30, 2019 | 4,025,500 | |||
Ending Balance at Jun. 30, 2019 | 20,063 | $ 4 | 94,638 | (74,579) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Exercise of stock options (in shares) | 49,122 | |||
Exercise of stock options | 270 | 270 | ||
Stock based compensation from issuance of stock options | 589 | 589 | ||
Net income/loss | 10,684 | 10,684 | ||
Ending Balance (in shares) at Sep. 30, 2019 | 4,074,622 | |||
Ending Balance at Sep. 30, 2019 | $ 31,606 | $ 4 | $ 95,497 | $ (63,895) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Cash flows from operating activities | ||
Net income (loss) | $ 10,526 | $ (11,658) |
Adjustments to reconcile net loss to net cash from operating activities: | ||
Depreciation and amortization | 29 | 2 |
Operating leases amortization | 100 | |
Stock based compensation from issuance of options | 2,516 | 4,642 |
Issuance of common stock for services | 0 | 782 |
Loss on settlement of liability | 0 | 50 |
Change in assets and liabilities: | ||
Accounts receivable | (11,579) | 7,585 |
Prepaid and other current assets | (673) | 387 |
Accounts payable and accrued expenses | 819 | (2,497) |
Accrued salaries and wages | 45 | 235 |
Lease liabilities | (98) | |
Royalty payable | 3,477 | 0 |
Deferred revenue | 143 | 167 |
License fees | (8,100) | 0 |
Net cash provided by (used in) operating activities | (2,795) | (305) |
Cash flows from investing activities | ||
Purchase of property and equipment | (302) | 0 |
Net cash used in investing activities | (302) | 0 |
Cash flows provided by financing activities | ||
Proceeds from issuance of warrants | 0 | 34 |
Proceeds from issuance of common shares | 0 | 17,153 |
Finance costs | 0 | (173) |
Proceeds from stock option exercises | 1,705 | 0 |
Net cash provided by financing activities | 1,705 | 17,014 |
Net increase (decrease) in cash and cash equivalents | (1,392) | 16,709 |
Cash and cash equivalents, beginning of period | 24,614 | 8,116 |
Cash and cash equivalents, end of period | 23,222 | 24,825 |
Non-Cash Transactions | ||
Right of use assets obtained in exchange for new lease obligations | 949 | |
Issuance of Common Shares to Net Profit Partner | 0 | 1,600 |
Offset of deferred financing costs against APIC | $ 0 | $ 209 |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of Business Company Opiant is a specialty pharmaceutical company developing medicines for addiction and drug overdose. The Company developed NARCAN® (naloxone hydrochloride) Nasal Spray (“NARCAN®”), a treatment to reverse opioid overdose. This product was conceived and developed by the Company, licensed to Adapt Pharma Operations Limited (“Adapt”), an Ireland based pharmaceutical company in December 2014 and approved by the U.S. Food and Drug Administration (“FDA”) in November 2015. It is marketed by Adapt. In October 2018, Emergent BioSolutions, Inc. ("EBS") completed its acquisition of Adapt. The Company's current pipeline includes medicines in development for Opioid Overdose Reversal (“OOR”), Alcohol Use Disorder (“AUD”), Acute Cannabinoid Overdose (“ACO”) and Opioid Use Disorder (“OUD”). The Company is also pursuing other treatment opportunities within the addiction and drug overdose field. The Company has not had a bankruptcy, receivership or similar proceeding. The Company is required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the clinical testing and manufacturing and sale of pharmaceutical products. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and the applicable rules and regulations of the SEC for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. The condensed consolidated balance sheet at December 31, 2018 has been derived from the audited consolidated financial statements at that date, but does not include all disclosures, including notes, required by GAAP for complete financial statements. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments of a normal recurring nature considered necessary to present fairly the Company's financial position as of September 30, 2019 and December 31, 2018, results of operations for the three and nine months ended September 30, 2019 and 2018, statements of stockholders equity for the nine months ended September 30, 2019 and 2018, and statements of cash flows for the nine months ended September 30, 2019 and 2018. The interim results are not necessarily indicative of the results for any future interim period or for the entire year. Certain prior period amounts have been reclassified to conform to current period presentation. These classifications have no effect on the previously reported net loss or loss per share. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Opiant Pharmaceuticals UK Limited, a company incorporated on November 4, 2016 under the England and Wales Companies Act of 2006. Intercompany balances and transactions are eliminated upon consolidation. The accompanying condensed consolidated financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the related notes thereto for the year ended December 31, 2018 included in the Company's Annual Report on Form 10-K filed with the SEC on March 21, 2019. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and reported amounts of expenses in the financial statements and accompanying notes. Actual results could differ from those estimates. Key estimates included in the financial statements include the valuation of: deferred income tax assets, equity instruments, stock-based compensation, acquired intangibles, and allowances for accounts receivable. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents were approximately $23.2 million and $24.6 million at September 30, 2019 and December 31, 2018, respectively. The Company maintains cash balances at financial institutions insured up to $250 thousand by the Federal Deposit Insurance Corporation. Balances in the UK are insured up to £85 thousand by the Financial Services Compensation Scheme (UK Equivalent). Although the Company’s cash balances exceeded these insured amounts at various times during the nine months ended September 30, 2019, the Company has not experienced any losses on its deposits of cash and cash equivalents for the periods presented. Earnings (Loss) Per Share Basic earnings (loss) per share is computed by dividing the net income (loss) available to common stockholders by the weighted-average number of shares of Common Stock outstanding during the respective period presented in the Company’s accompanying condensed consolidated financial statements. Fully-diluted earnings (loss) per share is computed similarly to basic income (loss) per share except that the denominator is increased to include the number of Common Stock equivalents (primarily outstanding options and warrants). Common Stock equivalents represent the dilutive effect of the assumed exercise of outstanding stock options and warrants, using the treasury stock method, at either the beginning of the respective period presented or the date of issuance, whichever is later, and only if the Common Stock equivalents are considered dilutive based upon the Company’s net income position at the calculation date. (in thousands, except share and per share data) For the Three Months Ended September 30, For the Nine Months Ended September 30, Numerator: 2019 2018 2019 2018 Net income (loss) $ 10,684 $ (918 ) $ 10,526 $ (11,658 ) Denominator: Denominator for basic income (loss) per share - weighted-average shares 4,048,635 2,871,042 3,985,112 2,698,532 Effect of dilutive securities: Equity incentive plans 1,373,710 — 1,325,045 — Denominator for diluted income (loss) per share 5,422,345 2,871,042 5,310,157 2,698,532 Income (loss) per share - Basic $ 2.64 $ (0.32 ) $ 2.64 $ (4.32 ) Income (loss) per share - Diluted $ 1.97 $ (0.32 ) $ 1.98 $ (4.32 ) The Company excluded the following securities from the calculation of diluted net income (loss) per share as the effect would have been antidilutive: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2019 2018 2019 2018 Options to purchase common stock 409,025 3,301,050 476,438 3,301,050 Warrants to purchase common stock — 353,610 — 353,610 Total 409,025 3,654,660 476,438 3,654,660 Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board, or FASB, or other standard setting bodies and adopted by us as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position or results of operations upon adoption. Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, " Leases" (Topic 842). The new standard requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. The new standard establishes a right-of-use ("ROU") model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The standard is effective on January 1, 2019, with early adoption permitted. The Company adopted the new standard on January 1, 2019 using the modified retrospective method. As part of the adoption, the Company elected to utilize the package of practical expedients included in this guidance, which permitted the Company to not reassess (i) whether any expired or existing contracts contain leases; (ii) the lease classification for any expired or existing leases; and (iii) the initial direct costs for existing leases. In conjunction with the adoption of the new lease standard, the Company adopted the following policy; an election not to recognize short-term leases (i.e., a lease that is less than 12 months and contains no purchase option) within the unaudited Condensed Consolidated Balance Sheets, with the expense related to these short-term leases recorded within total operating expenses within the unaudited Condensed Consolidated Statements of Operations. In June 2018, the FASB issued ASU No. 2018-07, "Compensation-Stock Compensation (Topic 718): Improvements to Non-employee Share-Based Payment Accounting," ("ASU 2018-07"), which expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from non-employees. ASU 2018-07 is effective for financial statements issued for annual periods beginning after December 15, 2018, and for the interim periods therein. The Company adopted this ASU effective January 1, 2019 and has concluded it did not have a material impact on its consolidated financial statements. In 2018, the FASB issued ASU No. 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. This new standard permits entities to reclassify to retained earnings the tax effects stranded in accumulated other comprehensive income ("AOCI") as a result of U.S. tax reform. The amendments in this update are effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company adopted this ASU effective January 1, 2019 and has concluded it did not have a material impact on its consolidated financial statements. Recent accounting pronouncements pending adoption In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 . This standard resolves the diversity in practice concerning whether certain transactions between collaborative arrangement participants should be accounted for as revenue under Accounting Standards Codification 606, Revenue from Contracts with Customers (“Topic 606”). This standard specifies when a participant is a customer in a collaboration, adds unit of account guidance to align with Topic 606 and provides presentation guidance for collaborative arrangements. This guidance is effective for public entities for fiscal years beginning after December 15, 2019, and for interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the timing of the adoption and its impact on the Company’s consolidated financial statements. The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its consolidated financial statements. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Sep. 30, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets As of September 30, 2019 , the Company had approximately $ 0.9 million recorded as prepaid expenses and other current assets. The Company's prepaid amounts are primarily for insurance, software licenses, prepaid rent, and other amounts paid that relate to future periods of service. Other current assets are primarily items such as security deposits, and other receivables. |
Accounts Receivable
Accounts Receivable | 9 Months Ended |
Sep. 30, 2019 | |
Receivables [Abstract] | |
Accounts Receivable | Accounts Receivable During the three months ended September 30, 2019 , the Company recorded $20.5 million of royalty revenue, which includes the final milestone payment due to the Company of $13.5 million , as sales of NARCAN® exceeded $200 million during the nine months ended September 30, 2019. As of September 30, 2019, the Company had accounts receivable of $16.1 million , which represents the $20.5 million of revenue, offset by $4.5 million for the final license fees (see Note 7), and $100 thousand receivable due from BARDA. As of December 31, 2018 the Company had accounts receivable of $4.5 million , which related to royalty revenue from the sales of NARCAN®. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Leases | Leases On January 1, 2019, the Company adopted a new accounting standard, Topic 842, that amends the guidance for the accounting and reporting of leases. Leases with terms of 12 months or less are expensed on a straight-line basis over the term and are not recorded in the Company's Condensed Consolidated Balance Sheets. The Company entered into two operating leases during the three months ended September 30, 2019 with terms greater than 12 months. In accordance with the guidance of Topic 842, the two leases which are classed as operating leases are included in the Company's Condensed Consolidated Balance Sheet as of September 30, 2019. The Company's two operating leases do not include options to renew, do not contain residual value guarantees, do not have variable lease components, or impose significant restrictions or covenants. Right of use assets, "ROU assets", represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments over the respective lease term, with the ROU asset adjusted for deferred rent liability. Lease expense is recognized on a straight line basis over the lease term. As the implicit rate on the leases is not determinable, the Company used an estimated incremental borrowing rate of 9% as the discount rate to determine the present value of lease payments. The weighted average discount rate used was 9% and the weighted average remaining lease term is 1.8 years . The ROU asset and corresponding operating lease liability recognized at lease inception was $949 thousand . The following table summarizes information related to the Company's two operating leases and are included in the Company's Balance Sheet as of September 30, 2019. Balance Sheet descriptions September 30, 2019 Assets: (in thousands) Right of use assets - operating leases $ 849 Liabilities: Operating leases - current $ 493 Operating leases - long term 358 Total lease liabilities: $ 851 The following table summarizes the components of operating lease cost for the three months ended September 30, 2019 and nine months ended September 30, 2019. Lease costs, (in thousands) Three months ended September 30, 2019 Nine months ended September 30, 2019 Operating expenses lease costs $ 111 $ 111 As of September 30, 2019, future minimum operating leases payments related to the Company’s operating lease liabilities were as follows: (in thousands) September 30, 2019 2019 $ 128 2020 519 2021 277 Total lease payments 924 Less imputed interest (73 ) Present value of operating lease liabilities $ 851 |
Deferred Revenue
Deferred Revenue | 9 Months Ended |
Sep. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Deferred Revenue | Deferred Revenue On December 17, 2013, the Company entered into an agreement with an investor, Potomac, and subsequently received additional funding totaling $250 thousand for use by the Company for any purpose. In exchange for this funding, the Company agreed to provide the investor with a 0.5% interest in the Company’s BED treatment product (the “BED Treatment Product”) and pay the investor 0.5% of the BED Net Profit in perpetuity (the “2013 0.5% Investor Interest”). “BED Net Profit” is defined as the pre-tax profit generated from the BED Treatment Product after the deduction of all expenses incurred by and payments made by the Company in connection with the BED Treatment Product, including but not limited to an allocation of Company overhead. In the event that the BED Treatment Product was not approved by the FDA by December 17, 2016, the investor would have a 60 -day option to exchange its entire 0.5% Investor Interest for 31,250 shares of Common Stock of the Company. On February 17, 2017, the investor’s option to receive the shares of Common Stock terminated by its terms, which resulted in the Company beginning to recognize revenue in relation to this agreement in February 2017. During June 2019 the Company determined it would not continue development efforts on the BED Treatment Product. The Company recognized approximately $115.9 thousand and $43.4 thousand of revenue relating to the agreement for the nine months ended September 30, 2019 and 2018, respectively. On September 17, 2014, the Company entered into an agreement with an investor, Potomac, and subsequently received funding totaling $500 thousand for use by the Company for any purpose. In exchange for this funding, the Company agreed to provide the investor with a 1.0% interest in the Company’s BED Treatment Product and pay the investor 1.0% of the BED Net Profit generated from the BED Treatment Product in perpetuity (the “ 1.0% Investor Interest”). “BED Net Profit” is defined as the pre-tax profit generated from the BED Treatment Product after the deduction of all expenses incurred by and payments made by the Company in connection with the BED Treatment Product, including but not limited to an allocation of Company overhead. In the event that the BED Treatment Product was not approved by the FDA by September 17, 2017, the investor would have a 60 -day option to exchange its entire 1.0% Investor Interest for 62,500 shares of Common Stock of the Company. On November 15, 2017, the investor’s option to receive the shares of Common Stock terminated by its terms, which resulted in the Company beginning to recognize revenue in relation to this agreement in November 2017. During June 2019 the Company determined it would not continue development efforts on the BED Treatment Product. During the nine months ended September 30, 2019 and 2018, the Company recognized revenue of approximately $313.7 thousand and $117.6 thousand in each period related to this agreement. On July 20, 2015, the Company entered into an agreement with an investor, Potomac, and subsequently received funding from an individual investor in the amount of $250 thousand for use by the Company for any purpose. In exchange for this funding, the Company agreed to provide the investor with a 0.5% interest in the BED Net Profit (the “2015 0.5% Investor Interest”) generated from the BED Treatment Product in perpetuity. The investor also has rights with respect to the 2015 0.5% Investor Interest if the BED Treatment Product is sold or the Company is sold. During June 2019 the Company determined it would not continue development efforts on the BED Treatment Product. During the nine months ended September 30, 2019 and 2018, the Company recognized revenue of approximately $214.3 thousand and zero , respectively related to this agreement. On April 17, 2018, the Company was awarded a grant of approximately $7.4 million from the National Institutes of Health’s National Institute on Drug Abuse, ("NIDA"). The grant provides the Company with additional resources for the ongoing development of OPNT003 (intranasal nalmefene), a long-lasting opioid antagonist for the treatment of opioid overdose. Of the $7.4 million , approximately $5.6 million has been awarded up until March 31, 2020, with the balance to be funded the subsequent year, subject to available funds and satisfactory progress on the development of OPNT003. Government grants are agreements that generally provide cost reimbursement for certain types of expenditures in return for research and development activities over a contractually defined period. The Company recognized revenues from grants in the period during which the related costs were incurred, provided that the conditions under which the grants were provided had been met and only perfunctory obligations were outstanding. During the nine months ended September 30, 2019 the Company recognized revenue of $1.6 million related to this grant. On September 19, 2018, the Company entered into a contract with the Biomedical Advanced Research and Development Authority (“BARDA”), which is part of the U.S. Health and Human Services Office of the Assistant Secretary for Preparedness and Response, to accelerate the Company’s development of OPTN003, its lead product candidate. OPTN003, nasal nalmefene, is a potent, long-acting opioid antagonist currently in development for the treatment of opioid overdose. The contract will provide potential funding up to a maximum of approximately $4.6 million and cover activities related to a potential New Drug Application submission for OPTN003 with the Food and Drug Administration. The Contract will provide approximately $0.6 million for the project through September 30, 2019, with the balance to be funded over the following two years, subject to satisfactory project progress, availability of funds and certain other conditions. During the nine months ended September 30, 2019 the Company recognized revenue of $225 thousand related to this contract. As of September 30, 2019 the Company had recorded all of its deferred revenue as a current liability because the Company expects to recognize all such deferred revenue as revenue during the next 12 months. The following is a summary of the Company’s deferred revenue activity as of September 30, 2019 : (in thousands) BED Grants Total Balance as of December 31, 2018 $ 644 $ 568 $ 1,212 Additions to deferred revenue — 2,400 2,400 Recognized as revenue (644 ) (1,613 ) (2,257 ) Balance as of September 30, 2019 $ — $ 1,355 $ 1,355 |
License Fee Payable
License Fee Payable | 9 Months Ended |
Sep. 30, 2019 | |
Payables and Accruals [Abstract] | |
License Fee Payable | License Fee Payable On February 28, 2018, the Company was notified that Adapt, now a subsidiary of Emergent BioSolutions ("EBS"), had entered into a license agreement with a Third Party (as defined in the License Agreement) with regard to one or more patents pursuant to which Adapt invoked its right under Section 5.5 of the License Agreement, dated as of December 15, 2014, by and between the Company and Adapt, as amended (the "License Agreement"), to offset 50% of certain payments paid to such Third Party from the amounts payable by Adapt to the Company under the License Agreement, and SWK under the SWK Purchase Agreement. On March 1, 2018, the Company received net milestone payments of $6.1 million , which was net of 50% of a license fee payment Adapt made to the Third Party. The portion of the milestone payment that the Company would have otherwise received was reduced by $5.6 million . As provided in Amendment No. 2 to the License Agreement, which the parties entered into on March 18, 2019, Adapt has made and will in the future make payments to the Third Party Licensee (as defined in Amendment No. 2) and will be allowed to reduce the royalties and milestones that the Company would be due under the License Agreement by a maximum of $9.0 million in relation to such payments. Under the SWK Purchase Agreement, the Company retains 90% of the royalties payable under the License Agreement, with SWK entitled to 10% . The maximum amount payable by the Company is therefore $8.1 million ( 90% of $9 million ), of which the Company recorded $5.4 million as a current liability and $2.7 million as a long-term liability at December 31, 2018. As provided in Amendment No. 2, Adapt will be allowed to reduce the royalties and milestones that the Company would be due under the License Agreement during the year ending December 31, 2019 by a maximum of $1.8 million each quarter. As provided in the License Agreement, if Net NARCAN® Sales (as defined in the License Agreement) exceed $200 million in any calendar year, the Company and SWK will be due a milestone of $15.0 million . Under Amendment No. 2, if this $15.0 million milestone becomes payable to the Company and SWK, Adapt may deduct $2.7 million from the $13.5 million ( 90% of $15.0 million ) milestone payable to the Company. As of September 30, 2019 , the Company offset the remaining $4.5 million of license fees against accounts receivable related to the final milestone payment (see Note 4). |
Royalty Payable
Royalty Payable | 9 Months Ended |
Sep. 30, 2019 | |
Payables and Accruals [Abstract] | |
Royalty Payable | Royalty Payable The Company entered into various agreements and subsequently received funding from investors for use by the Company for the research and development of its Opioid Overdose Reversal Treatment Product ("OORTP"). In exchange for this funding, the Company agreed to provide investors with interest in the OORTP Net Profit generated from its OORTP in perpetuity. As of December 31, 2018, the Company determined an OORTP Net Profit as a result of NARCAN® sales by Adapt and recorded a royalty payable of $1.0 million . In connection with these agreements and a senior advisor agreement, the Company also granted net profit interests in DAVINCI (as defined in the related agreements) (the "DAVINCI interest"). The Company has buy back rights to the DAVINCI interest which it exercised during the nine months ended September 30, 2019 for a total consideration of approximately $1.25 million . As of September 30, 2019 , the Company has a royalty payable of approximately $4.5 million , of which approximately $878 thousand is related to the buy-back liability. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity Common Stock During the nine months ended September 30, 2019 , the Company issued 229,261 shares of Common Stock as a result of employee stock option exercises presented in the tables below, and received net cash proceeds of approximately $1.7 million . Stock Options On September 8, 2017, the Company held its Annual Meeting of Stockholders (the “Annual Meeting”), at which time the 2017 Long-Term Incentive Plan ("2017 Plan") was approved by stockholder vote. The 2017 Plan allows the Company to grant both incentive stock options (“ISOs”) and non-qualified stock options (“NSOs”) to purchase a maximum of 400,000 shares of the Company's Common Stock. Under the terms of the 2017 Plan, ISOs may only be granted to Company employees and directors, while NSOs may be granted to employees, directors, advisors, and consultants. The Board has the authority to determine to whom options will be granted, the number of options, the term, and the exercise price. Options are to be granted at an exercise price not less than fair value for an ISO or an NSO. The vesting period is normally over a period of four years from the vesting date. The contractual term of an option is no longer than ten years . As provided in the 2017 Plan, on January 1, 2019 the number of options available for issuance was increased by 4% of the outstanding stock as of December 31, 2018, which represents an increase of 153,814 options. Prior to adopting the 2017 Plan, the Company did not have a formal long-term incentive stock plan. Prior to the implementation of the 2017 Plan, the Company had discretion to provide designated employees of the Company and its affiliates, certain consultants, and advisors who perform services for the Company and its affiliates, and non-employee members of the Board and its affiliates with the opportunity to receive grants of non-qualified stock options (the "Pre-2017 Non-Qualified Stock Options"). All of the Pre-2017 Non-Qualified Stock Option Grants were intended to qualify as non-qualified stock options. There were no Pre-2017 Non-Qualified Stock Option Grants that were intended to qualify as incentive stock options. Pre-2017 Non-Qualified Stock Options As of December 31, 2018, the Company had outstanding Pre-2017 Non-Qualified Stock Options to purchase, in the aggregate, 2,885,500 shares of the Company's Common Stock. During the nine months ended September 30, 2019 , the Company did no t grant any Pre-2017 Non-Qualified Stock Options. Stock option activity for the Pre-2017 Non-Qualified Stock Options for the nine months ended September 30, 2019 is presented in the table below: Number of Shares Weighted- average Exercise Price Weighted- average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at December 31, 2018 2,885,500 $ 7.30 6.04 $ 20,633,100 Exercised (290,139 ) 8.87 Forfeited (10,143 ) 10.00 Outstanding at September 30, 2019 2,585,218 $ 7.12 5.37 $ 20,509,476 Exercisable at September 30, 2019 2,522,440 $ 7.06 5.40 $ 20,164,667 A summary of the status of the Company’s non-vested Pre-2017 Non-Qualified Stock Options as of September 30, 2019 is presented below: Number of Options Weighted Average Grant Date Fair Value Non-vested at September 30, 2019 62,778 $ 7.79 During the nine months ended September 30, 2019 and 2018, the Company recognized approximately $127 thousand and $751 thousand , respectively, of non-cash expense related to Pre-2017 Non-Qualified Stock Options granted in prior periods. As of September 30, 2019, there was approximately $26 thousand of unrecognized compensation costs related to non-vested Pre-2017 Non-Qualified Stock Options. The 2017 Plan During 2019, the Company granted options to a number of employees to purchase 184,700 shares of the Company’s Common Stock at exercise prices from $11.26 to $14.62 per share, which represents the closing price of the Company’s Common Stock on the date of the grants. These options were issued under the Company’s 2017 Plan and have ten -year terms. The options contain various vesting schedules as follows: one year from date of grant; 25% on the one year anniversary of the grant date and then 1/48th of the options shares vest on such date every month thereafter through the fourth anniversary of the grant date. The Company valued these options using the Black-Scholes option pricing model and estimated the aggregate fair value on the dates of grant to be $2.2 million . The assumptions used in the valuation of options granted under the 2017 Plan during the nine months ended September 30, 2019 are as follows: For the Nine Months Ended September 30, 2019 Market value of stock on measurement date $11.26 to $14.62 Risk-free interest rate 1.73% to 2.57% Dividend yield — Volatility factor 105% to 121% Term 5.50 to 6.25 Years Stock option activity for options granted under the 2017 Plan during the nine months ended September 30, 2019 is presented in the table below: Number of Options Outstanding Weighted-average Exercise Price Weighted-average Remaining Contractual Term (years) Aggregate Intrinsic Value Balance at December 31, 2018 343,550 $ 28.97 8.95 $ 840 Annual additional options authorized — — Granted 184,700 $ 13.88 Exercised — — Forfeited (19,812 ) $ 18.72 Balance at September 30, 2019 508,438 $ 23.89 8.68 $ 208,166 A summary of the status of the Company’s non-vested options granted under the 2017 Plan as of September 30, 2019 is presented in the following table: Number of Shares Weighted Average Grant Date Fair Value Per Share Balance at September 30, 2019 508,438 $ 24.29 Vested (170,858 ) 27.90 Non-vested at September 30, 2019 337,580 $ 20.56 During the nine months ended September 30, 2019 and 2018, the Company recognized approximately $2.4 million and $3.9 million of non-cash expense related to options granted under the 2017 Plan. As of September 30, 2019 , there was approximately $3.1 million of unrecognized compensation costs related to non-vested stock options that were granted under the 2017 Plan. Restricted Stock Units During the three months ended September 30, 2019, the Company issued 27,000 shares of restricted stock units, and the related activity is presented in the following table. Number of Shares Grant Date Fair Value Per Share Restricted stock units outstanding and non-vested at September 30, 2019 27,000 $ 14.51 During the nine months ended September 30, 2019 , the Company recognized approximately $17 thousand of non-cash expense related to restricted stock awarded under the 2017 Plan. As of September 30, 2019 there was approximately $375 thousand of unrecognized compensation costs related to the restricted stock units. The cost is expected to be recognized over a weighted average period of 3.92 years . Warrants During the nine months ended September 30, 2019 , the Company did no t issue any warrants. Warrant activity for the nine months ended September 30, 2019 is presented in the table below: Number of Shares Weighted- average Exercise Price Weighted- average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at December 31, 2018 353,610 $ 9.78 3.85 $ 1,863,331 Exercised — $ — Outstanding at September 30, 2019 353,610 $ 9.78 3.85 $ 1,863,331 Exercisable at September 30, 2019 353,610 $ 9.78 3.85 $ 1,863,331 |
Commitments
Commitments | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | Commitments The Company has entered into various agreements related to its business activities. The following is a summary of the Company’s commitments: Torreya Agreement On December 18, 2014, the Company entered into a consulting agreement with Torreya (the "2014 Agreement"), a financial advisory firm, under which Torreya agreed to provide financial advisory services with regard to the License Agreement. The 2014 Agreement also requires the Company to pay an additional fee equivalent to 3.75% of all amounts received by the Company in excess of $3.0 million , in perpetuity. On April 25, 2016, the Company entered into a consulting agreement with Torreya, under which Torreya agreed to provide financial advisory services for financing activities. In exchange for these services, the Company is required to pay a fee on all funding received by the Company as a result of assistance provided by Torreya. Torreya’s fee would be equal to 5% of gross funding received by the Company up to $20 million plus 3.5% of any proceeds received in excess of $20 million . On September 8, 2017, the Company and Torreya entered into the Supplemental Engagement Letter to provide financial advisory services with respect to the licensing of the intellectual property rights to develop and commercialize certain products with Adapt. As provided in the SWK agreement, Torreya currently receives 3.375% of the Total Consideration (as defined in the 2014 Agreement). If no generic version of NARCAN is commercialized prior to the six th anniversary of the Closing Date (as defined in the SWK Agreement) as per the terms of the SWK Agreement, Torreya will receive 3.5625% of the Total Consideration thereafter. During the nine months ended September 30, 2019 and 2018, the Company recorded $752 thousand and $66 thousand , respectively of expense related to Torreya, and has recorded a liability of $540 thousand as of September 30, 2019 related to Torreya. Exclusive License and Collaboration Agreement On November 19, 2015, the Company issued 14,327 shares of unregistered Common Stock upon the execution of a binding letter of intent to agree to negotiate and enter into an exclusive license agreement and collaboration agreement (“LOI”) with a pharmaceutical company with certain desirable proprietary information. The shares issued in this transaction were valued using the stock price at issuance date and amounted to approximately $120.3 thousand . Pursuant to the LOI, the Company is obligated to issue up to an additional 92,634 shares of unregistered Common Stock upon the occurrence of various milestones, of which a total of 66,520 shares with a value of approximately $0.9 million have been issued through December 31, 2018. During the nine months ended September 30, 2019 the Company recorded expenses of $177,394 for the final 11,787 shares of common stock it expects to issue in November 2019, as the final milestone has been reached. Supply Agreement On June 22, 2017, the Company entered into a license agreement (the "License Agreement") and a related supply agreement (the “Supply Agreement”) with Aegis Therapeutics LLC ("Aegis") pursuant to which the Company was granted an exclusive license (the “License”) to Aegis’ proprietary chemically synthesizable delivery enhancement and stabilization agents, including, but not limited to, Aegis’ Intravail® absorption enhancement agents, ProTek® and HydroGel® (collectively, the “Technology”) to exploit (a) the Compounds (as such are defined in the License Agreement) and (b) a product containing a Compound and formulated using the Technology (“Product”), in each case of (a) and (b) for any and all purposes. The License Agreement restricts the Company's ability to manufacture any Aegis excipients included in the Technology (“Excipients”), except for certain instances of supply failure, supply shortage or termination of the Supply Agreement, and the Company shall obtain all supply of such Excipients from Aegis under the Supply Agreement. The License Agreement also restricts Aegis’s ability to compete with the Company worldwide with respect to the Exploitation (as defined in the License Agreement) of any therapeutic containing a Compound or derivative or active metabolite of a Compound without the Company's prior written consent. The effective date of the License Agreement and the Supply Agreement is January 1, 2017. As consideration for the grant of the License, the Company paid Aegis two immaterial upfront payments, of which the Company paid 50% by issuing the Company's Common Stock to Aegis, with the number of shares issued equal to 75% of the average closing price of the Company's Common Stock over the 20 trading days preceding the date of payment. The License Agreement also provides for (A) additional developmental milestone payments for each Product containing a different Compound equal to up to an aggregate of $1.8 million , (B) additional commercialization milestone payments for each Product containing a different Compound equal to up to an aggregate of $5.0 million , and (C) single low digit royalties on the Annual Net Sales (as defined in the License Agreement) of all Products during the Royalty Term (as defined in the License Agreement) according to a tiered royalty rate based on Annual Net Sales of the Products by the Company, the Company's sublicensees and affiliates. The Company shall also pay to Aegis a sublicense fee based on a sublicense rate negotiated in good faith by the parties. The License Agreement contains customary representations and warranties, ownership, patent rights, confidentiality, indemnification and insurance provisions. The License Agreement shall expire upon the expiration of the Company's obligation to pay royalties under such License Agreement; provided, however, that the Company shall have the right to terminate the License granted on a Product-by-Product or country-by-country basis upon 30 days’ prior written notice to Aegis. For the nine months ended September 30, 2019 , and 2018 the Company recorded $225 thousand and $125 thousand of expense associated with the License Agreement. Under the terms of the Supply Agreement, Aegis shall deliver to the Company any preclinical, clinical and commercial supply of the Excipients, which Aegis sources from various contract manufacturers. The Supply Agreement has a term of 20 years but shall terminate automatically in the event of expiration or termination of the License Agreement or at any time upon the written agreement of both parties. The Supply Agreement contains customary provisions relating to pricing for such materials, forecasts, delivery, inspection, indemnification, insurance and representations, warranties and covenants. The Supply Agreement includes technology transfer provisions for the transfer of all materials and know-how specific to the manufacturing of the Excipients that is necessary or useful for the Company to manufacture such Excipients. The Company does not have the right to manufacture such Excipients except in the event that Aegis is unable to supply and sell any portion of the material to the Company (subject to a 60 -day cure period). Research and Development Agreement On July 14, 2017, Renaissance Lakewood, LLC (“Renaissance”) and the Company entered into a Research and Development Agreement (the “Renaissance Agreement”). Under the Renaissance Agreement, Renaissance will perform product development work on a naltrexone multi-dose nasal product for the treatment of Alcohol Use Disorder pursuant to the terms set forth in a proposal agreed upon by the parties. The Company will bear the costs of all development services, including all raw materials and packaging components, in connection with the performance of the development work under the Renaissance Agreement and in accordance with financials agreed upon through the proposal. Renaissance will conduct quality control and testing, including non-stability, stability, in-use, raw material, and packaging component testing as part of the services provided to the Company under the Renaissance Agreement. The Company will own all formulations provided to Renaissance and any formulations developed in connection with the Renaissance Agreement. Renaissance will own all know-how developed in connection with the performance of the services that is not solely related to a product. The Company has the right to seek patent protection on any invention or know-how that relates solely to a product developed under the Renaissance Agreement or any our formulation, excluding general manufacturing or product development know-how of Renaissance. The Renaissance Agreement is effective until terminated by either party in accordance with its terms. The Company or Renaissance may terminate the project under a proposal to the Renaissance Agreement due to unforeseen circumstances in the development. The Renaissance Agreement may be terminated by the Company, with or without cause, upon 45 days ' written notice. There are also mutual customary termination provisions relating to uncured breaches of material provisions. During the nine months ended September 30, 2019 and 2018, the Company recorded expense in the amount of $1.5 million and $0.4 million related to the product development work. Facility Leases On May 29, 2017, the Company entered into a Sublease (the “Sublease”) with Standish Management, LLC to sublease office space located at 201 Santa Monica Boulevard, Suite 500, Santa Monica, CA 90401. Per the terms of the Sublease, the original term commenced on August 1, 2017 and ended on August 31, 2018, after which the lease term was month-to-month. The Company provided notice to terminate the lease effective July 31, 2019. On May 7, 2019, the Company entered into a Sub-Sublease with PERL Mortgage, Inc. to sublease office space located at 233 Wilshire Blvd., Suite 280, Santa Monica, CA 90401, and this is the Company's headquarters. The lease commenced on July 1, 2019 and expires August 31, 2021. On April 20, 2017, the Company entered into an Office Service Agreement (the “Office Service Agreement”) with Regus to lease office space at 83 Baker Street, London, England, W1U 6AG. Per the terms of the Office Service Agreement, the first month’s rent is £2,473 with monthly rental payments of £7,521 thereafter. The Company was required to pay a security deposit of £15,042 , which is the equivalent of two months of rent. The Office Service Agreement commenced on May 22, 2017 and effective May 31, 2018 continues on a month-to-month basis with either party being able to terminate the agreement by providing three months ' advance written notice of termination. The Company provided notice to terminate the lease effective July 31, 2019. On July 11, 2019, the Company entered into an Office Service Agreement with Regus to lease office space at One Kingdom Street, London, England, W2 6BD. The lease commenced on August 1, 2019 and ends May 31, 2021 with monthly rent of 20,000 GBP. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events From October 1, 2019 through November 7, 2019, the Company issued 20,000 shares of its Common Stock related to stock option exercises. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and the applicable rules and regulations of the SEC for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. The condensed consolidated balance sheet at December 31, 2018 has been derived from the audited consolidated financial statements at that date, but does not include all disclosures, including notes, required by GAAP for complete financial statements. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments of a normal recurring nature considered necessary to present fairly the Company's financial position as of September 30, 2019 and December 31, 2018, results of operations for the three and nine months ended September 30, 2019 and 2018, statements of stockholders equity for the nine months ended September 30, 2019 and 2018, and statements of cash flows for the nine months ended September 30, 2019 and 2018. The interim results are not necessarily indicative of the results for any future interim period or for the entire year. Certain prior period amounts have been reclassified to conform to current period presentation. These classifications have no effect on the previously reported net loss or loss per share. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Opiant Pharmaceuticals UK Limited, a company incorporated on November 4, 2016 under the England and Wales Companies Act of 2006. Intercompany balances and transactions are eliminated upon consolidation. The accompanying condensed consolidated financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the related notes thereto for the year ended December 31, 2018 included in the Company's Annual Report on Form 10-K filed with the SEC on March 21, 2019. |
Use of Estimates | The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and reported amounts of expenses in the financial statements and accompanying notes. Actual results could differ from those estimates. Key estimates included in the financial statements include the valuation of: deferred income tax assets, equity instruments, stock-based compensation, acquired intangibles, and allowances for accounts receivable. |
Cash and Cash Equivalents | The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents were approximately $23.2 million and $24.6 million at September 30, 2019 and December 31, 2018, respectively. The Company maintains cash balances at financial institutions insured up to $250 thousand by the Federal Deposit Insurance Corporation. Balances in the UK are insured up to £85 thousand by the Financial Services Compensation Scheme (UK Equivalent). |
Earnings (Loss) Per Share | Basic earnings (loss) per share is computed by dividing the net income (loss) available to common stockholders by the weighted-average number of shares of Common Stock outstanding during the respective period presented in the Company’s accompanying condensed consolidated financial statements. Fully-diluted earnings (loss) per share is computed similarly to basic income (loss) per share except that the denominator is increased to include the number of Common Stock equivalents (primarily outstanding options and warrants). Common Stock equivalents represent the dilutive effect of the assumed exercise of outstanding stock options and warrants, using the treasury stock method, at either the beginning of the respective period presented or the date of issuance, whichever is later, and only if the Common Stock equivalents are considered dilutive based upon the Company’s net income position at the calculation date. |
Accounting Pronouncements and Recently Adopted Accounting Pronouncements | From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board, or FASB, or other standard setting bodies and adopted by us as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position or results of operations upon adoption. Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, " Leases" (Topic 842). The new standard requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. The new standard establishes a right-of-use ("ROU") model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The standard is effective on January 1, 2019, with early adoption permitted. The Company adopted the new standard on January 1, 2019 using the modified retrospective method. As part of the adoption, the Company elected to utilize the package of practical expedients included in this guidance, which permitted the Company to not reassess (i) whether any expired or existing contracts contain leases; (ii) the lease classification for any expired or existing leases; and (iii) the initial direct costs for existing leases. In conjunction with the adoption of the new lease standard, the Company adopted the following policy; an election not to recognize short-term leases (i.e., a lease that is less than 12 months and contains no purchase option) within the unaudited Condensed Consolidated Balance Sheets, with the expense related to these short-term leases recorded within total operating expenses within the unaudited Condensed Consolidated Statements of Operations. In June 2018, the FASB issued ASU No. 2018-07, "Compensation-Stock Compensation (Topic 718): Improvements to Non-employee Share-Based Payment Accounting," ("ASU 2018-07"), which expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from non-employees. ASU 2018-07 is effective for financial statements issued for annual periods beginning after December 15, 2018, and for the interim periods therein. The Company adopted this ASU effective January 1, 2019 and has concluded it did not have a material impact on its consolidated financial statements. In 2018, the FASB issued ASU No. 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. This new standard permits entities to reclassify to retained earnings the tax effects stranded in accumulated other comprehensive income ("AOCI") as a result of U.S. tax reform. The amendments in this update are effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company adopted this ASU effective January 1, 2019 and has concluded it did not have a material impact on its consolidated financial statements. Recent accounting pronouncements pending adoption In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 . This standard resolves the diversity in practice concerning whether certain transactions between collaborative arrangement participants should be accounted for as revenue under Accounting Standards Codification 606, Revenue from Contracts with Customers (“Topic 606”). This standard specifies when a participant is a customer in a collaboration, adds unit of account guidance to align with Topic 606 and provides presentation guidance for collaborative arrangements. This guidance is effective for public entities for fiscal years beginning after December 15, 2019, and for interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the timing of the adoption and its impact on the Company’s consolidated financial statements. The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its consolidated financial statements. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Earnings (Loss) Per Share, Basic and Diluted | Common Stock equivalents represent the dilutive effect of the assumed exercise of outstanding stock options and warrants, using the treasury stock method, at either the beginning of the respective period presented or the date of issuance, whichever is later, and only if the Common Stock equivalents are considered dilutive based upon the Company’s net income position at the calculation date. (in thousands, except share and per share data) For the Three Months Ended September 30, For the Nine Months Ended September 30, Numerator: 2019 2018 2019 2018 Net income (loss) $ 10,684 $ (918 ) $ 10,526 $ (11,658 ) Denominator: Denominator for basic income (loss) per share - weighted-average shares 4,048,635 2,871,042 3,985,112 2,698,532 Effect of dilutive securities: Equity incentive plans 1,373,710 — 1,325,045 — Denominator for diluted income (loss) per share 5,422,345 2,871,042 5,310,157 2,698,532 Income (loss) per share - Basic $ 2.64 $ (0.32 ) $ 2.64 $ (4.32 ) Income (loss) per share - Diluted $ 1.97 $ (0.32 ) $ 1.98 $ (4.32 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The Company excluded the following securities from the calculation of diluted net income (loss) per share as the effect would have been antidilutive: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2019 2018 2019 2018 Options to purchase common stock 409,025 3,301,050 476,438 3,301,050 Warrants to purchase common stock — 353,610 — 353,610 Total 409,025 3,654,660 476,438 3,654,660 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Summary of Operating Leases | The following table summarizes information related to the Company's two operating leases and are included in the Company's Balance Sheet as of September 30, 2019. Balance Sheet descriptions September 30, 2019 Assets: (in thousands) Right of use assets - operating leases $ 849 Liabilities: Operating leases - current $ 493 Operating leases - long term 358 Total lease liabilities: $ 851 |
Summary of Components of Operating Lease Cost | The following table summarizes the components of operating lease cost for the three months ended September 30, 2019 and nine months ended September 30, 2019. Lease costs, (in thousands) Three months ended September 30, 2019 Nine months ended September 30, 2019 Operating expenses lease costs $ 111 $ 111 |
Maturity of Operating Lease Liabilities | As of September 30, 2019, future minimum operating leases payments related to the Company’s operating lease liabilities were as follows: (in thousands) September 30, 2019 2019 $ 128 2020 519 2021 277 Total lease payments 924 Less imputed interest (73 ) Present value of operating lease liabilities $ 851 |
Deferred Revenue (Tables)
Deferred Revenue (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Deferred Revenue Activity | The following is a summary of the Company’s deferred revenue activity as of September 30, 2019 : (in thousands) BED Grants Total Balance as of December 31, 2018 $ 644 $ 568 $ 1,212 Additions to deferred revenue — 2,400 2,400 Recognized as revenue (644 ) (1,613 ) (2,257 ) Balance as of September 30, 2019 $ — $ 1,355 $ 1,355 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Share-based Compensation, Stock Options, Activity | Stock option activity for the Pre-2017 Non-Qualified Stock Options for the nine months ended September 30, 2019 is presented in the table below: Number of Shares Weighted- average Exercise Price Weighted- average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at December 31, 2018 2,885,500 $ 7.30 6.04 $ 20,633,100 Exercised (290,139 ) 8.87 Forfeited (10,143 ) 10.00 Outstanding at September 30, 2019 2,585,218 $ 7.12 5.37 $ 20,509,476 Exercisable at September 30, 2019 2,522,440 $ 7.06 5.40 $ 20,164,667 Warrant activity for the nine months ended September 30, 2019 is presented in the table below: Number of Shares Weighted- average Exercise Price Weighted- average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at December 31, 2018 353,610 $ 9.78 3.85 $ 1,863,331 Exercised — $ — Outstanding at September 30, 2019 353,610 $ 9.78 3.85 $ 1,863,331 Exercisable at September 30, 2019 353,610 $ 9.78 3.85 $ 1,863,331 Stock option activity for options granted under the 2017 Plan during the nine months ended September 30, 2019 is presented in the table below: Number of Options Outstanding Weighted-average Exercise Price Weighted-average Remaining Contractual Term (years) Aggregate Intrinsic Value Balance at December 31, 2018 343,550 $ 28.97 8.95 $ 840 Annual additional options authorized — — Granted 184,700 $ 13.88 Exercised — — Forfeited (19,812 ) $ 18.72 Balance at September 30, 2019 508,438 $ 23.89 8.68 $ 208,166 |
Schedule of Nonvested Share Activity | A summary of the status of the Company’s non-vested Pre-2017 Non-Qualified Stock Options as of September 30, 2019 is presented below: Number of Options Weighted Average Grant Date Fair Value Non-vested at September 30, 2019 62,778 $ 7.79 A summary of the status of the Company’s non-vested options granted under the 2017 Plan as of September 30, 2019 is presented in the following table: Number of Shares Weighted Average Grant Date Fair Value Per Share Balance at September 30, 2019 508,438 $ 24.29 Vested (170,858 ) 27.90 Non-vested at September 30, 2019 337,580 $ 20.56 |
Schedule of Assumptions Used in the Valuation | The assumptions used in the valuation of options granted under the 2017 Plan during the nine months ended September 30, 2019 are as follows: For the Nine Months Ended September 30, 2019 Market value of stock on measurement date $11.26 to $14.62 Risk-free interest rate 1.73% to 2.57% Dividend yield — Volatility factor 105% to 121% Term 5.50 to 6.25 Years |
Schedule of Nonvested Restricted Stock Units Activity | During the three months ended September 30, 2019, the Company issued 27,000 shares of restricted stock units, and the related activity is presented in the following table. Number of Shares Grant Date Fair Value Per Share Restricted stock units outstanding and non-vested at September 30, 2019 27,000 $ 14.51 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||
Cash and cash equivalents | $ 23,222 | $ 24,614 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Numerator: | ||||||||
Net income (loss) | $ 10,684 | $ 1,578 | $ (1,736) | $ (918) | $ (1,397) | $ (9,343) | $ 10,526 | $ (11,658) |
Denominator: | ||||||||
Denominator for basic income (loss) per share - weighted-average shares (in shares) | 4,048,635 | 2,871,042 | 3,985,112 | 2,698,532 | ||||
Effect of dilutive securities: | ||||||||
Equity incentive plans (in shares) | 1,373,710 | 0 | 1,325,045 | 0 | ||||
Denominator for diluted income (loss) per share (in shares) | 5,422,345 | 2,871,042 | 5,310,157 | 2,698,532 | ||||
Income (loss) per share - Basic (in dollars per share) | $ 2.64 | $ (0.32) | $ 2.64 | $ (4.32) | ||||
Income (loss) per share - Diluted (in dollars per share) | $ 1.97 | $ (0.32) | $ 1.98 | $ (4.32) |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Antidilutive Securities (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from the computation of net income (loss) per share (in shares) | 409,025 | 3,654,660 | 476,438 | 3,654,660 |
Options to purchase common stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from the computation of net income (loss) per share (in shares) | 409,025 | 3,301,050 | 476,438 | 3,301,050 |
Warrants to purchase common stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from the computation of net income (loss) per share (in shares) | 0 | 353,610 | 0 | 353,610 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expenses and other current assets | $ 940 | $ 267 |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Mar. 18, 2019 | Dec. 31, 2018 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Total revenue | $ 20,641,000 | $ 4,366,000 | $ 32,851,000 | $ 9,220,000 | ||
Accounts receivable | 16,068,000 | 16,068,000 | $ 4,489,000 | |||
License fees | 0 | 0 | $ 5,400,000 | 5,400,000 | ||
BARDA | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Accounts receivable | 100,000 | 100,000 | ||||
License fees | 4,500,000 | 4,500,000 | ||||
Royalty revenue | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Total revenue | $ 20,494,000 | $ 4,185,000 | 30,369,000 | $ 8,887,000 | ||
NARCAN | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Milestone payment due | 13,500,000 | |||||
Royalty revenue milestone amount | $ 200,000,000 | |||||
Accounts receivable | $ 4,500,000 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2019USD ($)lease | Sep. 30, 2019USD ($)lease | Jan. 01, 2019USD ($) | |
Leases [Abstract] | |||
Number operating leases | lease | 2 | 2 | |
Estimated incremental borrowing rate | 9.00% | ||
Operating lease, weighted average discount rate, percent | 9.00% | 9.00% | |
Operating lease, weighted average remaining lease term | 1 year 9 months 18 days | 1 year 9 months 18 days | |
ROU asset | $ 849 | $ 849 | $ 949 |
Operating lease liability | $ 851 | $ 851 | $ 949 |
Leases - Balance Sheet Descript
Leases - Balance Sheet Descriptions of Operating Leases (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Jan. 01, 2019 |
Assets: | ||
Right of use assets - operating leases | $ 849 | $ 949 |
Liabilities: | ||
Operating leases - current | 493 | |
Operating leases - long term | 358 | |
Total lease liabilities | $ 851 | $ 949 |
Leases - Components of Operatin
Leases - Components of Operating Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Leases [Abstract] | ||
Operating expenses lease costs | $ 111 | $ 111 |
Leases - Maturity of Operating
Leases - Maturity of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Jan. 01, 2019 |
Leases [Abstract] | ||
2019 | $ 128 | |
2020 | 519 | |
2021 | 277 | |
Total lease payments | 924 | |
Less imputed interest | (73) | |
Present value of operating lease liabilities | $ 851 | $ 949 |
Deferred Revenue - Narrative (D
Deferred Revenue - Narrative (Details) - USD ($) | Sep. 19, 2018 | Jul. 20, 2015 | Sep. 17, 2014 | Dec. 17, 2013 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2019 | Apr. 17, 2018 |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||
Proceeds from funding agreement | $ 250,000 | $ 500,000 | $ 250,000 | ||||||||
Interest in asset | 0.50% | 1.00% | 0.50% | ||||||||
Number of shares issuable term | 60 days | 60 days | |||||||||
Number of shares issuable (in shares) | 62,500 | 31,250 | |||||||||
Recognized as revenue | $ 20,641,000 | $ 4,366,000 | $ 32,851,000 | $ 9,220,000 | |||||||
Grants receivable | $ 7,400,000 | ||||||||||
BARDA | |||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||
Proceeds from funding agreement | $ 600,000 | ||||||||||
Period of funding for remaining balance | 2 years | ||||||||||
Plan | BARDA | |||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||
Proceeds from funding agreement | $ 4,600,000 | ||||||||||
Grants | |||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||
Revenue from contract with customer | 1,600,000 | $ 5,600,000 | |||||||||
Research and Development Arrangement December 17, 2013 | |||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||
Recognized as revenue | 115,900 | 43,400 | |||||||||
Research and Development Arrangement September 17, 2014 | |||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||
Recognized as revenue | 313,700 | 117,600 | |||||||||
Research and Development Arrangement July 20, 2015 | |||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||
Recognized as revenue | 214,300 | $ 0 | |||||||||
Research and Development Arrangement September 19, 2018 | |||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||
Recognized as revenue | $ 225,000 |
Deferred Revenue - Summary of D
Deferred Revenue - Summary of Deferred Revenue Activity (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Movement in Deferred Revenue [Roll Forward] | |
Balance at beginning of period | $ 1,212 |
Additions to deferred revenue | 2,400 |
Recognized as revenue | (2,257) |
Balance at end of period | 1,355 |
BED | |
Movement in Deferred Revenue [Roll Forward] | |
Balance at beginning of period | 644 |
Additions to deferred revenue | 0 |
Recognized as revenue | (644) |
Balance at end of period | 0 |
Grants | |
Movement in Deferred Revenue [Roll Forward] | |
Balance at beginning of period | 568 |
Additions to deferred revenue | 2,400 |
Recognized as revenue | (1,613) |
Balance at end of period | $ 1,355 |
License Fee Payable (Details)
License Fee Payable (Details) - USD ($) | Mar. 18, 2019 | Mar. 01, 2018 | Sep. 30, 2019 | Dec. 31, 2018 | Feb. 28, 2018 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Percent of counterparty payable offset by guarantor | 50.00% | 50.00% | |||
Proceeds from milestone payments | $ 6,100,000 | ||||
License fee payment | $ 5,600,000 | ||||
License fees payable | $ 8,100,000 | ||||
License fees | 5,400,000 | $ 0 | $ 5,400,000 | ||
License fees payable, noncurrent | $ 2,700,000 | 0 | $ 2,700,000 | ||
Accounts Receivable | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
License fees | $ 4,500,000 | ||||
License Agreement | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Percent of royalties payable under license agreement | 90.00% | ||||
Third Party Licensee | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Maximum reduction in quarterly royalty payable payments in next twelve months | $ 9,000,000 | ||||
SWK Funding LLC | SWK Purchase Agreement | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Percent of royalties payable under license agreement | 10.00% | ||||
EBS | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Maximum reduction in quarterly royalty payable payments in next twelve months | $ 1,800,000 | ||||
NARCAN | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Minimum sales requirement for milestone payment | 200,000,000 | ||||
Milestone payment to be received if requirements are met | 15,000,000 | ||||
NARCAN | License Agreement | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Milestone payment to be received if requirements are met | 13,500,000 | ||||
Adapt | SWK Purchase Agreement | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Milestone payment to be received if requirements are met | $ 2,700,000 |
Royalty Payable (Details)
Royalty Payable (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | |
Payables and Accruals [Abstract] | ||
Royalty payable | $ 4,475 | $ 998 |
Royalties consideration payable | 1,250 | |
Royalty guarantees, commitments, amount | $ 878 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Proceeds from stock option exercises | $ 1,705 | $ 0 | |||
Common Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock newly-issued during the period (in shares) | 922,784 | 79,616 | 48,634 | 229,261 |
Stockholders' Equity - Stock Op
Stockholders' Equity - Stock Options (Details) - 2017 Plan - shares | Jan. 01, 2019 | Sep. 30, 2019 | Sep. 08, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Annual additional options authorized (in shares) | 0 | ||
Options to Purchase Common Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Maximum shares authorized (in shares) | 400,000 | ||
Award vesting period | 4 years | ||
Expiration period | 10 years | ||
Percentage increase of authorized shares | 4.00% | ||
Annual additional options authorized (in shares) | 153,814 |
Stockholders' Equity - Pre-2017
Stockholders' Equity - Pre-2017 Non-Qualified Stock Options, Additional Information (Details) - Pre-2017 Non-Qualified Stock Options - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options outstanding (in shares) | 2,585,218 | 2,885,500 | |
Options granted (in shares) | 0 | ||
Options to Purchase Common Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation | $ 127 | $ 751 | |
Compensation cost not yet recognized | $ 26 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Pre-2017 Non-Qualified Stock Options Outstanding (Details) - Pre-2017 Non-Qualified Stock Options | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | |
Number of Shares | ||
Outstanding at beginning of period (in shares) | shares | 2,885,500 | |
Exercised (in shares) | shares | (290,139) | |
Forfeited (in shares) | shares | (10,143) | |
Outstanding at end of period (in shares) | shares | 2,585,218 | 2,885,500 |
Exercisable (in shares) | shares | 2,522,440 | |
Weighted- average Exercise Price | ||
Outstanding at beginning of period (in dollars per share) | $ / shares | $ 7.30 | |
Exercised (in dollars per share) | $ / shares | 8.87 | |
Forfeited (in dollars per share) | $ / shares | 10 | |
Outstanding at end of period (in dollars per share) | $ / shares | 7.12 | $ 7.30 |
Exercisable (in dollars per share) | $ / shares | $ 7.06 | |
Weighted- average Remaining Contractual Term (years) | ||
Outstanding | 5 years 4 months 13 days | 6 years 15 days |
Exercisable | 5 years 4 months 24 days | |
Aggregate Intrinsic Value | ||
Outstanding | $ | $ 20,509,476 | $ 20,633,100 |
Exercisable | $ | $ 20,164,667 |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Pre-2017 Non-Qualified Stock Options Nonvested Share Activity (Details) - Pre-2017 Non-Qualified Stock Options | Sep. 30, 2019$ / sharesshares |
Number of Shares | |
Non-vested (in shares) | shares | 62,778 |
Weighted Average Grant Date Fair Value Per Share | |
Non-vested (in dollars per share) | $ / shares | $ 7.79 |
Stockholders' Equity - The 2017
Stockholders' Equity - The 2017 Plan, Additional Information (Details) - 2017 Plan - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options granted (in shares) | 184,700 | |
Options granted, exercise price (in dollars per share) | $ 13.88 | |
Compensation not yet recognized | $ 3.1 | |
Options to Purchase Common Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options granted (in shares) | 184,700 | |
Expiration period | 10 years | |
Award vesting period | 4 years | |
Fair value of option granted | $ 2.2 | |
Stock based compensation expense | $ 2.4 | $ 3.9 |
Options to Purchase Common Stock | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options granted, exercise price (in dollars per share) | $ 11.26 | |
Options to Purchase Common Stock | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options granted, exercise price (in dollars per share) | $ 14.62 | |
Options to Purchase Common Stock | One Year from Date of Grant | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting period | 1 year | |
Options to Purchase Common Stock | One Year Anniversary of the Grant Date | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting percentage | 25.00% | |
Options to Purchase Common Stock | Every Month Thereafter Through he Fourth Anniversary of the Grant Date | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting percentage | 2.0833% |
Stockholders' Equity - Schedu_3
Stockholders' Equity - Schedule of 2017 Plan Valuation Assumptions (Details) - 2017 Plan - Options to Purchase Common Stock | 9 Months Ended |
Sep. 30, 2019$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Dividend yield | 0.00% |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Market value of stock on measurement date | $ 11.26 |
Risk-free interest rate | 1.73% |
Volatility factor | 105.00% |
Term | 5 years 6 months |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Market value of stock on measurement date | $ 14.62 |
Risk-free interest rate | 2.57% |
Volatility factor | 121.00% |
Term | 6 years 3 months |
Stockholders' Equity - Schedu_4
Stockholders' Equity - Schedule of 2017 Plan Options Outstanding (Details) - 2017 Plan | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | |
Number of Options Outstanding | ||
Outstanding at beginning of period (in shares) | shares | 343,550 | |
Annual additional options authorized (in shares) | shares | 0 | |
Granted (in shares) | shares | 184,700 | |
Exercised (in shares) | shares | 0 | |
Forfeited (in shares) | shares | (19,812) | |
Outstanding at end of period (in shares) | shares | 508,438 | 343,550 |
Weighted-average Exercise Price | ||
Outstanding at beginning of period (in dollars per share) | $ / shares | $ 28.97 | |
Annual additional options authorized | $ / shares | 0 | |
Granted (in dollars per share) | $ / shares | 13.88 | |
Exercised (in dollars per share) | $ / shares | 0 | |
Forfeited (in dollars per share) | $ / shares | 18.72 | |
Outstanding at end of period (in dollars per share) | $ / shares | $ 23.89 | $ 28.97 |
Weighted-average Remaining Contractual Term (years) | ||
Outstanding | 8 years 8 months 5 days | 8 years 11 months 12 days |
Aggregate Intrinsic Value | ||
Outstanding | $ | $ 208,166 | $ 840 |
Stockholders' Equity - Schedu_5
Stockholders' Equity - Schedule of 2017 Nonvested Share Activity (Details) - 2017 Plan | 9 Months Ended |
Sep. 30, 2019$ / sharesshares | |
Number of Shares | |
Non-vested, beginning balance (in shares) | shares | 508,438 |
Vested (in shares) | shares | (170,858) |
Non-vested, ending balance (in shares) | shares | 337,580 |
Weighted Average Grant Date Fair Value Per Share | |
Non-vested, beginning balance (in dollars per share) | $ / shares | $ 24.29 |
Vested (in dollars per share) | $ / shares | 27.90 |
Non-vested, ending balance (in dollars per share) | $ / shares | $ 20.56 |
Stockholders' Equity - Restrict
Stockholders' Equity - Restricted Stock Units, Additional Information (Details) - Restricted Stock Units $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019USD ($)shares | Sep. 30, 2019USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stock units issued (in shares) | shares | 27,000 | |
Non-cash expense | $ 17 | |
Unrecognized compensation costs | $ 375 | $ 375 |
Expected period for recognition | 3 years 11 months 1 day |
Stockholders' Equity - Schedu_6
Stockholders' Equity - Schedule of Restricted Stock Units Outstanding (Details) - Restricted Stock Units | Sep. 30, 2019$ / sharesshares |
Number of Shares | |
Restricted stock units outstanding and non-vested (in shares) | shares | 27,000 |
Grant Date Fair Value Per Share | |
Restricted stock units outstanding and non-vested (in dollars per share) | $ / shares | $ 14.51 |
Stockholders' Equity - Warrants
Stockholders' Equity - Warrants, Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Mar. 31, 2018 | Sep. 30, 2019 | |
Class of Warrant or Right [Line Items] | ||
Warrants issued | $ 24,000 | |
Warrants to Purchase Common Stock | ||
Class of Warrant or Right [Line Items] | ||
Warrants issued | $ 0 |
Stockholders' Equity - Schedu_7
Stockholders' Equity - Schedule of Warrants Outstanding (Details) - Warrants to Purchase Common Stock - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Number of Shares | ||
Outstanding at beginning of period (in shares) | 353,610 | |
Exercised (in shares) | 0 | |
Outstanding at end of period (in shares) | 353,610 | 353,610 |
Exercisable (in shares) | 353,610 | |
Weighted- average Exercise Price | ||
Outstanding at beginning of period (in dollars per share) | $ 9.78 | |
Exercised (in dollars per share) | 0 | |
Outstanding at end of period (in dollars per share) | 9.78 | $ 9.78 |
Exercisable (in dollars per share) | $ 9.78 | |
Weighted- average Remaining Contractual Term (years) | ||
Outstanding | 3 years 10 months 6 days | 3 years 10 months 6 days |
Exercisable | 3 years 10 months 6 days | |
Aggregate Intrinsic Value | ||
Outstanding | $ 1,863,331 | $ 1,863,331 |
Exercisable | $ 1,863,331 |
Commitments - Torreya Agreement
Commitments - Torreya Agreement (Details) - USD ($) $ in Thousands | Sep. 08, 2017 | Apr. 25, 2016 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 18, 2014 |
2014 Consulting Agreement | |||||
Other Commitments [Line Items] | |||||
Additional consultant fee payable, percentage of perpetuity in excess of $3 million | 3.75% | ||||
2016 Consulting Agreement | |||||
Other Commitments [Line Items] | |||||
Percentage of gross funding up to $20 million | 5.00% | ||||
Percentage of gross funding over $20 million | 3.50% | ||||
Advisory Services | |||||
Other Commitments [Line Items] | |||||
Milestone payment percentage of total consideration with payment | 3.375% | ||||
Milestone period | 6 years | ||||
Milestone payment percentage of total consideration without payment and with additional provision | 3.5625% | ||||
Sponsor fees | $ 752 | $ 66 | |||
Accrued liabilities | $ 540 |
Commitments - Exclusive License
Commitments - Exclusive License and Collaboration Agreement (Details) - USD ($) | Nov. 19, 2015 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Dec. 31, 2018 |
Other Commitments [Line Items] | ||||||
Stock issued during the period | $ 14,603,000 | $ 1,527,000 | $ 642,000 | |||
Letter of Intent | ||||||
Other Commitments [Line Items] | ||||||
Stock newly-issued during the period (in shares) | 14,327 | 66,520 | ||||
Stock issued during the period | $ 120,300 | $ 900,000 | ||||
Stock issuance expenses | $ 177,394 | |||||
Additional stock issued during the period, upon milestones (in shares) | 92,634 | |||||
Number of shares expected to issue as final milestone has been reached | 11,787 |
Commitments - Supply Agreement
Commitments - Supply Agreement (Details) $ in Thousands | Jun. 22, 2017USD ($)paymentday | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) |
License Agreement | |||
Other Commitments [Line Items] | |||
Upfront payments | payment | 2 | ||
Percent of upfront payments which may be paid by issuing common stock | 50.00% | ||
Percent of average share price | 75.00% | ||
Threshold trading days | day | 20 | ||
Maximum additional product milestone payments | $ 1,800 | ||
Maximum additional commercialization milestone payments | $ 5,000 | ||
Termination advance notice period | 30 days | ||
Agreement expense | $ 225 | $ 125 | |
Supply Agreement | |||
Other Commitments [Line Items] | |||
Other commitment, period | 20 years | ||
Material cure period | 60 days |
Commitments - Research and Deve
Commitments - Research and Development Agreement (Details) - USD ($) $ in Thousands | Jul. 14, 2017 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 |
Long-term Purchase Commitment [Line Items] | |||||
Research and development expense | $ 1,843 | $ 1,908 | $ 7,044 | $ 5,945 | |
Research and Development Arrangement | |||||
Long-term Purchase Commitment [Line Items] | |||||
Termination notice period | 45 days | ||||
Research and development expense | $ 1,500 | $ 400 |
Commitments - Facility Leases (
Commitments - Facility Leases (Details) - Regus Management Group - GBP (£) | Jul. 11, 2019 | Apr. 20, 2017 |
Other Commitments [Line Items] | ||
Monthly rent expense | £ 20,000 | £ 2,473 |
Rent expense, monthly | 7,521 | |
Security deposit | £ 15,042 | |
Security deposit, period of rent equivalent | 2 months | |
Advance termination period | 3 months |
Subsequent Events (Details)
Subsequent Events (Details) | 1 Months Ended |
Nov. 07, 2019shares | |
Subsequent Events | |
Subsequent Event [Line Items] | |
Exercise of stock options (in shares) | 20,000 |